Paramount Skydance’s proposed takeover of Warner Bros. Discovery cleared a major hurdle Thursday as nearly 99% of Warner stockholders embraced the $111-billion deal.
Approval had been expected. Paramount Chairman David Ellison’s proposal would pay Warner investors $31 a share — nearly four times the price of the company’s stock a year ago. After the nine-minute special shareholder meeting, held virtually, Warner Bros. Discovery announced the merger had received support from 99% of the votes cast, representing 70% of the company’s outstanding shares.
More than 1.7 billion shares were voted in favor of the transaction; 16.2 million shares were opposed.
Paramount offered the generous premium to compete with, and ultimately triumph over, Netflix, which withdrew from the auction in late February after Ellison’s father, Oracle billionaire Larry Ellison, agreed to guarantee the financing of his son’s deal.
Investors, however, expressed disdain for Warner Chief Executive David Zaslav’s proposed golden parachute, which could swell to $887 million, depending on when the transaction closes. His cash, stock and options would be valued at more than $550 million. Warner board members also agreed to cover his tax bill, which could approach $330 million, should the merger be completed by year’s end.
Stockholders cast 1.4 billion votes — 82% of the vote — against Zaslav’s compensation in a symbolic, nonbinding measure. Warner’s board is expected to pay him the money anyway.
The merger would give Paramount, which owns CBS and the Melrose Avenue film studio, valuable assets like HBO, CNN and Warner’s massive film and TV library — including the Harry Potter and DC Comics franchises — plus Warner Bros. studios in Burbank.
“We look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company that better serves both the creative community and consumers,” Paramount said Thursday in a statement.
The company now must secure regulatory approvals in the U.S. and abroad. Ellison, who is poised to honor President Trump with a dinner Thursday evening in Washington, hopes to complete the deal by late summer.
Paramount’s deal has encountered significant opposition in Hollywood and beyond.
More than 4,000 filmmakers, actors and industry workers, including Ben Stiller, Bryan Cranston, Ted Danson, J.J. Abrams, Jane Fonda and Kristen Stewart have signed an open letter asking California Atty. Gen. Rob Bonta and other regulators to block the deal, saying it “would reduce the number of major U.S. film studios to just four.”
Fonda’s Committee for the First Amendment called Thursday’s vote “a serious setback,” adding “this fight is far from over.”
Opponents fear the consolidation would lead to massive layoffs and diminish the quality of programming that Warner Bros., CNN and HBO are known for. Hollywood has sustained thousands of layoffs over the last seven years since Walt Disney Co. swallowed Fox’s entertainment assets in another huge merger. In addition, the film production economy hasn’t recovered from shutdowns during the 2023 labor strikes.
“This is already an incredibly consolidated industry where writers have seen merger after merger leave fewer and fewer companies in control of what our members can get paid to write,” Michele Mulroney, president of the Writers Guild of America West, said Wednesday during a news briefing organized by the nonprofit group Free Press and other progressive organizations that oppose the merger.
Combining Warner Bros. and Paramount “would create a media behemoth with tremendous leverage to reduce content, to raise prices, to increase control of production, to suppress member compensation, worsen working conditions and silence the voices of our members,” Mulroney said.
Trump has long agitated for changes at CNN, and few expect his Justice Department to block the transaction. Defense Secretary Pete Hegseth echoed the sentiment after bristling at a question from a CNN journalist during a Pentagon briefing last month on the Iran war. “The sooner David Ellison takes over that network the better,” Hegseth told reporters.
It’s unclear whether Bonta or other state attorneys general will file a lawsuit to try to stop the deal. Bonta previously told The Times that his office is reviewing the consolidation and its potential impact.
“This deal can get blocked. I personally think it will get blocked — or undone,” Alvaro Bedoya, former Federal Trade Commission member who now serves as a senior advisor to the American Economic Liberties Project, told reporters Wednesday. Bedoya pointed to other proposed mergers that unraveled due to fierce opposition, including that of grocery giants Kroger and Albertson’s.
David Ellison has been making the rounds with Warner’s business partners to try to alleviate their concerns. He has promised to keep HBO intact and the Paramount and Warner Bros. movie studios humming. He promised cinema owners last week at a Las Vegas industry conference that a combined Paramount-Warner Bros. would release 30 movies into theaters each year.
Paramount has said the company would have the power to “bring stories to audiences at a truly global scale — while strengthening competition by ensuring multiple scaled players are investing in creative talent.”
To finance the Warner takeover, Ellison’s billionaire father, Larry Ellison, has agreed to guarantee the $45.7 billion in equity needed. Bank of America, Citibank and Apollo Global have agreed to provide Paramount with more than $54 billion in debt financing.
The Ellisons have looked to the Middle East for support, with sovereign wealth funds representing royal families in Saudi Arabia, Qatar and Abu Dhabi agreeing to provide $24 billion for equity stakes in the new company.
U.S. Sen. Cory Booker (D-N.J.) has raised questions about the deal.
“This mega corporation will be run by a single family riddled with conflicts of interest that have shown a willingness to bend the knee to Donald Trump,” Booker said Thursday.
Paramount is banking on a smooth review in the U.S. The company last fall enlisted a former Trump administration official, lawyer Makan Delrahim, who served as Trump’s antitrust chief during the president’s first term.
“Washington is likely to rubber stamp the deal,” Forrester research director Mike Proulx said. “The real regulatory pressure sits overseas, where European authorities will focus on structural market impact.”
“But even if this likely deal closes, its success ultimately lies with consumers,” Proulx added. “If consolidation leads to higher prices or less choice, scale quickly becomes a liability, not Paramount’s advantage.”
Paramount Skydance’s proposed takeover of Warner Bros. Discovery cleared a major hurdle Thursday as nearly 99% of Warner stockholders embraced the $111-billion deal.
Approval had been expected. Paramount Chairman David Ellison’s proposal would pay Warner investors $31 a share — nearly four times the price of the company’s stock a year ago. After the nine-minute special shareholder meeting, held virtually, Warner Bros. Discovery announced the merger had received support from 99% of the votes cast, representing 70% of the company’s outstanding shares.
More than 1.7 billion shares were voted in favor of the transaction; 16.2 million shares were opposed.
Paramount offered the generous premium to compete with, and ultimately triumph over, Netflix, which withdrew from the auction in late February after Ellison’s father, Oracle billionaire Larry Ellison, agreed to guarantee the financing of his son’s deal.
Investors, however, expressed disdain for Warner Chief Executive David Zaslav’s proposed golden parachute, which could swell to $887 million, depending on when the transaction closes. His cash, stock and options would be valued at more than $550 million. Warner board members also agreed to cover his tax bill, which could approach $330 million, should the merger be completed by year’s end.
Stockholders cast 1.4 billion votes — 82% of the vote — against Zaslav’s compensation in a symbolic, nonbinding measure. Warner’s board is expected to pay him the money anyway.
The merger would give Paramount, which owns CBS and the Melrose Avenue film studio, valuable assets like HBO, CNN and Warner’s massive film and TV library — including the Harry Potter and DC Comics franchises — plus Warner Bros. studios in Burbank.
“We look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company that better serves both the creative community and consumers,” Paramount said Thursday in a statement.
The company now must secure regulatory approvals in the U.S. and abroad. Ellison, who is poised to honor President Trump with a dinner Thursday evening in Washington, hopes to complete the deal by late summer.
Paramount’s deal has encountered significant opposition in Hollywood and beyond.
More than 4,000 filmmakers, actors and industry workers, including Ben Stiller, Bryan Cranston, Ted Danson, J.J. Abrams, Jane Fonda and Kristen Stewart have signed an open letter asking California Atty. Gen. Rob Bonta and other regulators to block the deal, saying it “would reduce the number of major U.S. film studios to just four.”
Fonda’s Committee for the First Amendment called Thursday’s vote “a serious setback,” adding “this fight is far from over.”
Opponents fear the consolidation would lead to massive layoffs and diminish the quality of programming that Warner Bros., CNN and HBO are known for. Hollywood has sustained thousands of layoffs over the last seven years since Walt Disney Co. swallowed Fox’s entertainment assets in another huge merger. In addition, the film production economy hasn’t recovered from shutdowns during the 2023 labor strikes.
“This is already an incredibly consolidated industry where writers have seen merger after merger leave fewer and fewer companies in control of what our members can get paid to write,” Michele Mulroney, president of the Writers Guild of America West, said Wednesday during a news briefing organized by the nonprofit group Free Press and other progressive organizations that oppose the merger.
Combining Warner Bros. and Paramount “would create a media behemoth with tremendous leverage to reduce content, to raise prices, to increase control of production, to suppress member compensation, worsen working conditions and silence the voices of our members,” Mulroney said.
Trump has long agitated for changes at CNN, and few expect his Justice Department to block the transaction. Defense Secretary Pete Hegseth echoed the sentiment after bristling at a question from a CNN journalist during a Pentagon briefing last month on the Iran war. “The sooner David Ellison takes over that network the better,” Hegseth told reporters.
It’s unclear whether Bonta or other state attorneys general will file a lawsuit to try to stop the deal. Bonta previously told The Times that his office is reviewing the consolidation and its potential impact.
“This deal can get blocked. I personally think it will get blocked — or undone,” Alvaro Bedoya, former Federal Trade Commission member who now serves as a senior advisor to the American Economic Liberties Project, told reporters Wednesday. Bedoya pointed to other proposed mergers that unraveled due to fierce opposition, including that of grocery giants Kroger and Albertson’s.
David Ellison has been making the rounds with Warner’s business partners to try to alleviate their concerns. He has promised to keep HBO intact and the Paramount and Warner Bros. movie studios humming. He promised cinema owners last week at a Las Vegas industry conference that a combined Paramount-Warner Bros. would release 30 movies into theaters each year.
Paramount has said the company would have the power to “bring stories to audiences at a truly global scale — while strengthening competition by ensuring multiple scaled players are investing in creative talent.”
To finance the Warner takeover, Ellison’s billionaire father, Larry Ellison, has agreed to guarantee the $45.7 billion in equity needed. Bank of America, Citibank and Apollo Global have agreed to provide Paramount with more than $54 billion in debt financing.
The Ellisons have looked to the Middle East for support, with sovereign wealth funds representing royal families in Saudi Arabia, Qatar and Abu Dhabi agreeing to provide $24 billion for equity stakes in the new company.
U.S. Sen. Cory Booker (D-N.J.) has raised questions about the deal.
“This mega corporation will be run by a single family riddled with conflicts of interest that have shown a willingness to bend the knee to Donald Trump,” Booker said Thursday.
Paramount is banking on a smooth review in the U.S. The company last fall enlisted a former Trump administration official, lawyer Makan Delrahim, who served as Trump’s antitrust chief during the president’s first term.
“Washington is likely to rubber stamp the deal,” Forrester research director Mike Proulx said. “The real regulatory pressure sits overseas, where European authorities will focus on structural market impact.”
“But even if this likely deal closes, its success ultimately lies with consumers,” Proulx added. “If consolidation leads to higher prices or less choice, scale quickly becomes a liability, not Paramount’s advantage.”
Paramount Skydance’s proposed takeover of Warner Bros. Discovery cleared a major hurdle Thursday as nearly 99% of Warner stockholders embraced the $111-billion deal.
Approval had been expected. Paramount Chairman David Ellison’s proposal would pay Warner investors $31 a share — nearly four times the price of the company’s stock a year ago. After the nine-minute special shareholder meeting, held virtually, Warner Bros. Discovery announced the merger had received support from 99% of the votes cast, representing 70% of the company’s outstanding shares.
More than 1.7 billion shares were voted in favor of the transaction; 16.2 million shares were opposed.
Paramount offered the generous premium to compete with, and ultimately triumph over, Netflix, which withdrew from the auction in late February after Ellison’s father, Oracle billionaire Larry Ellison, agreed to guarantee the financing of his son’s deal.
Investors, however, expressed disdain for Warner Chief Executive David Zaslav’s proposed golden parachute, which could swell to $887 million, depending on when the transaction closes. His cash, stock and options would be valued at more than $550 million. Warner board members also agreed to cover his tax bill, which could approach $330 million, should the merger be completed by year’s end.
Stockholders cast 1.4 billion votes — 82% of the vote — against Zaslav’s compensation in a symbolic, nonbinding measure. Warner’s board is expected to pay him the money anyway.
The merger would give Paramount, which owns CBS and the Melrose Avenue film studio, valuable assets like HBO, CNN and Warner’s massive film and TV library — including the Harry Potter and DC Comics franchises — plus Warner Bros. studios in Burbank.
“We look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company that better serves both the creative community and consumers,” Paramount said Thursday in a statement.
The company now must secure regulatory approvals in the U.S. and abroad. Ellison, who is poised to honor President Trump with a dinner Thursday evening in Washington, hopes to complete the deal by late summer.
Paramount’s deal has encountered significant opposition in Hollywood and beyond.
More than 4,000 filmmakers, actors and industry workers, including Ben Stiller, Bryan Cranston, Ted Danson, J.J. Abrams, Jane Fonda and Kristen Stewart have signed an open letter asking California Atty. Gen. Rob Bonta and other regulators to block the deal, saying it “would reduce the number of major U.S. film studios to just four.”
Fonda’s Committee for the First Amendment called Thursday’s vote “a serious setback,” adding “this fight is far from over.”
Opponents fear the consolidation would lead to massive layoffs and diminish the quality of programming that Warner Bros., CNN and HBO are known for. Hollywood has sustained thousands of layoffs over the last seven years since Walt Disney Co. swallowed Fox’s entertainment assets in another huge merger. In addition, the film production economy hasn’t recovered from shutdowns during the 2023 labor strikes.
“This is already an incredibly consolidated industry where writers have seen merger after merger leave fewer and fewer companies in control of what our members can get paid to write,” Michele Mulroney, president of the Writers Guild of America West, said Wednesday during a news briefing organized by the nonprofit group Free Press and other progressive organizations that oppose the merger.
Combining Warner Bros. and Paramount “would create a media behemoth with tremendous leverage to reduce content, to raise prices, to increase control of production, to suppress member compensation, worsen working conditions and silence the voices of our members,” Mulroney said.
Trump has long agitated for changes at CNN, and few expect his Justice Department to block the transaction. Defense Secretary Pete Hegseth echoed the sentiment after bristling at a question from a CNN journalist during a Pentagon briefing last month on the Iran war. “The sooner David Ellison takes over that network the better,” Hegseth told reporters.
It’s unclear whether Bonta or other state attorneys general will file a lawsuit to try to stop the deal. Bonta previously told The Times that his office is reviewing the consolidation and its potential impact.
“This deal can get blocked. I personally think it will get blocked — or undone,” Alvaro Bedoya, former Federal Trade Commission member who now serves as a senior advisor to the American Economic Liberties Project, told reporters Wednesday. Bedoya pointed to other proposed mergers that unraveled due to fierce opposition, including that of grocery giants Kroger and Albertson’s.
David Ellison has been making the rounds with Warner’s business partners to try to alleviate their concerns. He has promised to keep HBO intact and the Paramount and Warner Bros. movie studios humming. He promised cinema owners last week at a Las Vegas industry conference that a combined Paramount-Warner Bros. would release 30 movies into theaters each year.
Paramount has said the company would have the power to “bring stories to audiences at a truly global scale — while strengthening competition by ensuring multiple scaled players are investing in creative talent.”
To finance the Warner takeover, Ellison’s billionaire father, Larry Ellison, has agreed to guarantee the $45.7 billion in equity needed. Bank of America, Citibank and Apollo Global have agreed to provide Paramount with more than $54 billion in debt financing.
The Ellisons have looked to the Middle East for support, with sovereign wealth funds representing royal families in Saudi Arabia, Qatar and Abu Dhabi agreeing to provide $24 billion for equity stakes in the new company.
U.S. Sen. Cory Booker (D-N.J.) has raised questions about the deal.
“This mega corporation will be run by a single family riddled with conflicts of interest that have shown a willingness to bend the knee to Donald Trump,” Booker said Thursday.
Paramount is banking on a smooth review in the U.S. The company last fall enlisted a former Trump administration official, lawyer Makan Delrahim, who served as Trump’s antitrust chief during the president’s first term.
“Washington is likely to rubber stamp the deal,” Forrester research director Mike Proulx said. “The real regulatory pressure sits overseas, where European authorities will focus on structural market impact.”
“But even if this likely deal closes, its success ultimately lies with consumers,” Proulx added. “If consolidation leads to higher prices or less choice, scale quickly becomes a liability, not Paramount’s advantage.”
Paramount Skydance’s proposed takeover of Warner Bros. Discovery cleared a major hurdle Thursday as nearly 99% of Warner stockholders embraced the $111-billion deal.
Approval had been expected. Paramount Chairman David Ellison’s proposal would pay Warner investors $31 a share — nearly four times the price of the company’s stock a year ago. After the nine-minute special shareholder meeting, held virtually, Warner Bros. Discovery announced the merger had received support from 99% of the votes cast, representing 70% of the company’s outstanding shares.
More than 1.7 billion shares were voted in favor of the transaction; 16.2 million shares were opposed.
Paramount offered the generous premium to compete with, and ultimately triumph over, Netflix, which withdrew from the auction in late February after Ellison’s father, Oracle billionaire Larry Ellison, agreed to guarantee the financing of his son’s deal.
Investors, however, expressed disdain for Warner Chief Executive David Zaslav’s proposed golden parachute, which could swell to $887 million, depending on when the transaction closes. His cash, stock and options would be valued at more than $550 million. Warner board members also agreed to cover his tax bill, which could approach $330 million, should the merger be completed by year’s end.
Stockholders cast 1.4 billion votes — 82% of the vote — against Zaslav’s compensation in a symbolic, nonbinding measure. Warner’s board is expected to pay him the money anyway.
The merger would give Paramount, which owns CBS and the Melrose Avenue film studio, valuable assets like HBO, CNN and Warner’s massive film and TV library — including the Harry Potter and DC Comics franchises — plus Warner Bros. studios in Burbank.
“We look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company that better serves both the creative community and consumers,” Paramount said Thursday in a statement.
The company now must secure regulatory approvals in the U.S. and abroad. Ellison, who is poised to honor President Trump with a dinner Thursday evening in Washington, hopes to complete the deal by late summer.
Paramount’s deal has encountered significant opposition in Hollywood and beyond.
More than 4,000 filmmakers, actors and industry workers, including Ben Stiller, Bryan Cranston, Ted Danson, J.J. Abrams, Jane Fonda and Kristen Stewart have signed an open letter asking California Atty. Gen. Rob Bonta and other regulators to block the deal, saying it “would reduce the number of major U.S. film studios to just four.”
Fonda’s Committee for the First Amendment called Thursday’s vote “a serious setback,” adding “this fight is far from over.”
Opponents fear the consolidation would lead to massive layoffs and diminish the quality of programming that Warner Bros., CNN and HBO are known for. Hollywood has sustained thousands of layoffs over the last seven years since Walt Disney Co. swallowed Fox’s entertainment assets in another huge merger. In addition, the film production economy hasn’t recovered from shutdowns during the 2023 labor strikes.
“This is already an incredibly consolidated industry where writers have seen merger after merger leave fewer and fewer companies in control of what our members can get paid to write,” Michele Mulroney, president of the Writers Guild of America West, said Wednesday during a news briefing organized by the nonprofit group Free Press and other progressive organizations that oppose the merger.
Combining Warner Bros. and Paramount “would create a media behemoth with tremendous leverage to reduce content, to raise prices, to increase control of production, to suppress member compensation, worsen working conditions and silence the voices of our members,” Mulroney said.
Trump has long agitated for changes at CNN, and few expect his Justice Department to block the transaction. Defense Secretary Pete Hegseth echoed the sentiment after bristling at a question from a CNN journalist during a Pentagon briefing last month on the Iran war. “The sooner David Ellison takes over that network the better,” Hegseth told reporters.
It’s unclear whether Bonta or other state attorneys general will file a lawsuit to try to stop the deal. Bonta previously told The Times that his office is reviewing the consolidation and its potential impact.
“This deal can get blocked. I personally think it will get blocked — or undone,” Alvaro Bedoya, former Federal Trade Commission member who now serves as a senior advisor to the American Economic Liberties Project, told reporters Wednesday. Bedoya pointed to other proposed mergers that unraveled due to fierce opposition, including that of grocery giants Kroger and Albertson’s.
David Ellison has been making the rounds with Warner’s business partners to try to alleviate their concerns. He has promised to keep HBO intact and the Paramount and Warner Bros. movie studios humming. He promised cinema owners last week at a Las Vegas industry conference that a combined Paramount-Warner Bros. would release 30 movies into theaters each year.
Paramount has said the company would have the power to “bring stories to audiences at a truly global scale — while strengthening competition by ensuring multiple scaled players are investing in creative talent.”
To finance the Warner takeover, Ellison’s billionaire father, Larry Ellison, has agreed to guarantee the $45.7 billion in equity needed. Bank of America, Citibank and Apollo Global have agreed to provide Paramount with more than $54 billion in debt financing.
The Ellisons have looked to the Middle East for support, with sovereign wealth funds representing royal families in Saudi Arabia, Qatar and Abu Dhabi agreeing to provide $24 billion for equity stakes in the new company.
U.S. Sen. Cory Booker (D-N.J.) has raised questions about the deal.
“This mega corporation will be run by a single family riddled with conflicts of interest that have shown a willingness to bend the knee to Donald Trump,” Booker said Thursday.
Paramount is banking on a smooth review in the U.S. The company last fall enlisted a former Trump administration official, lawyer Makan Delrahim, who served as Trump’s antitrust chief during the president’s first term.
“Washington is likely to rubber stamp the deal,” Forrester research director Mike Proulx said. “The real regulatory pressure sits overseas, where European authorities will focus on structural market impact.”
“But even if this likely deal closes, its success ultimately lies with consumers,” Proulx added. “If consolidation leads to higher prices or less choice, scale quickly becomes a liability, not Paramount’s advantage.”
